Fondation

Ethos Foundation

the Foundation for Socially Responsible Investment and Active Shareownership

Ethos, Swiss Foundation for Sustainable Development, is composed of Swiss pension funds and institutions. Ethos was founded in 1997 and aims at promoting socially responsible investment (SRI) as well as a stable and prosperous socio-economic environment that safeguards the interests of civil society today and in the future.

Focus

Focus

Ethos’ sustainability indices

Ethos offers two sustainability-focused indices, respectively in Swiss and world equities. These indices capitalise on Ethos’ 20 years of experience in environmental, social and governance (ESG) analysis.

The Ethos Swiss Corporate Governance Index measures the performance of SPI components under the constraint of Corporate Governance best practice. Ethos’ « Eight SRI principles » is the reference for calculating the weighting of companies included in the « Swiss Performance Index (SPI) ». Moreover, the ESCGI index is calculated by SIX Swiss Exchange, which allows Ethos to benefit from the best competencies in the construction of indexes for Swiss equities.

Ethos Index on MSCI World: Sustainability index for world equities

The Ethos Index on MSCI World is offered in collaboration with MSCI and excludes from the traditional index companies where more than 5% of global turnover is realised through activities excluded according to Ethos’ « Eight SRI principles » (principles 2 and 3). These exclusions cover approximately 10% of the traditional index.

Ethos provides analyses of all items of shareholder meeting agendas of Swiss listed companies. Investors can subscribe to the proxy analyses services, which include access to Ethos' online platform. For the shareholder meetings of Swiss listed companies, Ethos publishes its voting recommendations on its web page 2 working days prior to the date of the general meeting.

Ethos’ reports include a detailed analysis of each item on the agenda and voting recommendations based on Ethos' Corporate Governance Principles and Proxy Voting Guidelines. Also, the analyses include general information on each company, in particular its Board of Directors and Executive remuneration. The analyses are sent to clients by e-mail, generally at least twelve days prior to the General Meetings. A comprehensive quarterly report provides a summary of all items voted.

The announcement made on 8 December 2014 by the Burkard family (which holds 16% of the capital and 52% of the voting rights of Sika) of their decision to sell their shares to the competitor Saint-Gobain with an 80% premium was greeted by many hostile reactions. In particular, Ethos is strongly opposed to this transaction, which is contrary to the interests of Sika and its shareholders not linked to the Burkard family.

After this announcement, Ethos reacted immediately: Together with 11 major Swiss institutional investors Ethos filed a resolution to the agenda of the company's annual general meeting of 14 April 2015 requesting the removal of the opting out clause. While this resolution received support from 97% of the shareholders not tied to the Burkard family, it was nonetheless rejected, as it was opposed by the family who hold the majority of votes.

At the general meetings which followed in 2015 and 2016, the board decided to make use of Article 4 of the articles of association with the aim of preserving the interests of the company. This means that the voting rights of the Burkard Family were limited to 5% of the registered shares for decisions tied to the sale of its shares to the competitor Saint-Gobain. As a result, the family cannot take control of the board. This restriction blocks the transaction as Saint-Gobain had made control over Sika a condition for the purchase of 16% of the capital, which would give it 52% of the voting rights.

The Burkard Family filed suit at the Zug Cantonal Court against the decision of the board to limit the former’s voting rights to 5% of the registered shares. In December 2015, the Ethos Foundation was accepted as an accessory part in support of the board of directors in the trial opposing it to the Burkard Family. On 28.10.2016, the court decided to reject the suit by the Burkard Family. The latter appeals this decision at the next higher court. Ethos has decided to maintain its status as an accessory party in this new court case.

On 11.05.2018, an overall agreement has been signed between the board of directors of Sika, the Burkard family and Saint-Gobain to the benefit of all parties concerned and that safeguards the independence of the company. The Ethos Foundation applauds the agreement and supports the decision of the board of directors to simplify the structure of the company’s share capital and to introduce without delay the equal treatment of shareholders at an extraordinary general meeting that will take place on the 11th of June.

The "Principles for Responsible Investment PRI" have been elaborated by an international group of institutional investors in order to meet increasing concerns of environmental, social and governance (ESG) issues for investment decision-making.

This process was initiated by the ex-Secretary General of the United Nations Organisation, Kofi Annan. Ethos’ support for these principles is a matter of course insofar as its Charter of 1997 has already largely integrated the principles formulated in 2006. In fact, the Charter stipulates that the Foundation shall integrate environmental and social factors into its investment policy in order to promote sustainable development. Ethos signed the PRI in 2006.

By signing the Montréal Carbon Pledge, investors acknowledge that their investments are exposed to long-term risks linked to greenhouse gas emissions and to climate change. The signatories of the Montréal Carbon Pledge commit to measure and publicly disclose the carbon footprint of their investment portfolios on an annual basis. In this context, Ethos communicates the carbon emissions of all its equity portfolios.

Since 2011 Ethos adheres to the regulations of the UK Stewardship Code. The UK Stewardship Code is a best practice code for institutional investors, asset managers and consultants established by the UK independent regulator the Financial Reporting Council.

The code sets out good practice on engagement with investee companies to which institutional investors should aspire. It contains seven principles that should apply in regard to stewardship activities. The principles include the exercise of shareowner voting rights in investee companies. Institutional investors should establish clear guidelines, not only with regard to the vote, but also relative to their engagement activities and collaboration with other investors. They should also specify when and how they escalate their activities in order to protect and enhance shareholder value.

Ethos adheres to the “Guidelines for institutional investors governing the exercising of participation rights in public limited companies”.

These Guidelines describe best practices relating to the exercising of participation rights. These Guidelines describe best practices relating to the exercising of participation rights. The Guidelines were presented on January 21, 2013 in Zurich by representatives of the Swiss businesses, institutional investors and proxy advisors. Ethos participated in the drafting of these principles.